INGR Form 4: Director Dwayne Andree awarded 321.311 RSUs; holdings 27,397.585

Rhea-AI Filing Summary

Ingredion Inc. director Dwayne Andree received 321.311 restricted stock units (RSUs) on 09/30/2025, recorded on a Form 4 filed under Section 16. The RSUs were issued as part of the company’s annual outside director retainer at an indicated per-share price of $124.49. After the reported award and including RSUs acquired through deemed dividend reinvestment, the filing shows 27,397.585 shares beneficially owned following the transaction. The RSUs are payable in stock no earlier than six months after resignation or retirement and no later than ten years thereafter; RSUs from deemed dividends vest on the same schedule as the underlying RSUs. The Form 4 was signed by an attorney-in-fact on 10/02/2025.

Positive

• Director equity alignment: 321.311 RSUs issued to outside director, aligning interests with shareholders
• Transparent vesting terms: RSUs payable no earlier than six months after resignation and no later than ten years
• Dividend reinvestment: Deemed dividend RSUs vest on same schedule, maintaining consistent treatment of awards

Negative

• None.

Insights

Financial Analyst

TL;DR Routine director equity grant increases alignment; no material change to capital structure disclosed.

The Form 4 documents a standard annual equity award to an outside director: 321.311 RSUs valued at $124.49 per share and a post-transaction beneficial ownership total of 27,397.585 shares. These awards are compensation-related, subject to multi-year payout/vesting timing, and typically serve to align directors with shareholder interests. The disclosure contains no indication of stock sales, option exercises, or other transactions that would affect immediate liquidity or signal a change in insider sentiment. Given the nature and scale of the award relative to typical director compensation, this filing appears routine and not material to the company’s financial condition.

Corporate Governance Expert

TL;DR Standard governance practice: RSUs for outside directors with delayed payout, reinforcing retention and alignment.

The filing confirms Ingredion’s use of restricted stock units for non-employee director compensation, including a payout window that delays distribution for at least six months after resignation or retirement and allows up to ten years. The inclusion of RSUs from deemed dividend reinvestment that vest alongside underlying awards is consistent with common compensation designs. There are no governance red flags disclosed (no accelerated vesting, no related-party transactions, no immediate disposals), making this a routine governance disclosure.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Wilson Dwayne Andree

(Last) (First) (Middle)

5 WESTBROOK CORPORATE CENTER

(Street)

WESTCHESTER IL 60154

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ingredion Inc [ INGR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/30/2025		A		321.311(1)	A	$124.49	27,397.585(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These are restricted stock units issued to the Company's outside directors as part of their annual retainer and are payable in stock no earlier than six months after resignation or retirement as a director and no later than ten years thereafter.

2. Includes restricted stock units ("RSUs") acquired through deemed dividend reinvestment. RSUs acquired through deemed dividend reinvestment vest on the dates when the RSUs with respect to which they are deemed dividends vest.

	Michael N. Levy, attorney-in-fact	10/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Ingredion (INGR) disclose on the Form 4?

The Form 4 reports that director Dwayne Andree was issued 321.311 restricted stock units (RSUs) on 09/30/2025 at an indicated price of $124.49 per share.

How many shares does the reporting person beneficially own after the transaction?

The filing shows 27,397.585 shares beneficially owned following the reported transaction, including RSUs acquired via deemed dividend reinvestment.

When are the RSUs payable or vested according to the Form 4?

RSUs issued to outside directors are payable in stock no earlier than six months after resignation or retirement and no later than ten years after grant; deemed-dividend RSUs vest on the same dates as the underlying RSUs.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Michael N. Levy as attorney-in-fact and dated 10/02/2025.

Does the Form 4 show any sales or disposals by the reporting person?

No sales or disposals are disclosed; the reported transaction is an acquisition (RSU grant).

Is this Form 4 disclosure considered material or unusual?

The filing documents a routine director compensation award and contains no indications of unusual or material corporate actions in this disclosure.